Cell-Loc Location Technologies Inc. Clarifies Certain Facts on Reorganization Transaction and Non-Dilutive Financing to Net $...
October 05 2011 - 4:17PM
Marketwired
Cell-Loc Location Technologies Inc. (TSX VENTURE:XCT) ("Cell-Loc"),
is issuing this news release at the request of the TSX Venture
Exchange to clarify certain facts with respect to the recently
announced proposed reorganization transaction.
Pursuant to the proposed reorganization transaction and on the
effective date of the reorganization transaction ("Effective
Date"):
a. Cell-Loc will transfer all of its assets and all of its liabilities to a
new company to be created under the Business Corporation Act (Alberta)
("New Cell-Loc"); and
b. the current Cell-Loc shareholders will receive New Cell-Loc common
shares on a pro rata basis consistent with their relative percentage
holdings of current Cell- Loc common shares immediately prior to giving
effect to the reorganization transaction (i.e. each current Cell-Loc
Common share will be exchanged for one New Cell-Loc common share).
Upon completion of the proposed reorganization transaction:
-- New Cell-Loc will have the same board of directors and management of
Cell-Loc and conduct the same business formerly conducted by Cell-Loc,
with the same assets and liabilities of Cell-Loc;
-- New Cell-Loc will have the same shareholders that Cell-Loc formerly had,
each with the same relative percentage shareholdings that they formerly
held in Current Cell-Loc (i.e. the current Cell-Loc shareholders will
own 100% of the shares of New Cell-Loc);
-- New Cell-Loc will have received a net cash infusion of approximately
$900,000 from an arm's length party in a non-dilutive financing; and
-- New Cell-Loc will not have access to the benefit of Cell-Loc's current
tax pools.
The Proposed Transaction is subject to various commercial
conditions including the receipt of required regulatory approvals,
which include the approval of the TSX Venture Exchange (the
"Exchange") to the listing of the New Cell-Loc common shares on the
Exchange in lieu of the current common shares of Cell-Loc. The
Proposed Transaction is also subject to the approval of the court
and of 66.67% of the votes cast by shareholders of Cell-Loc at the
shareholder meeting which will be called to approve the Proposed
Transaction. An information circular containing a full description
of the Proposed Transaction is expected to be mailed to the holders
of common shares of Cell-Loc in early November, 2011 with the
meeting expected to be held in late November, 2011. The closing of
the Proposed Transaction is expected to occur in late November,
2011.
Complete details of the terms of the Plan of Arrangement that
will implement the Proposed Transaction are set out in the
Arrangement Agreement that will be filed by Cell-Loc on SEDAR at
www.sedar.com.
About Cell-Loc
Cell-Loc is an intellectual property company that has a
proprietary technology designed for deployment of wireless data
transmission and location based services. The Company has installed
a commercial network in Sao Paulo, Brazil where its technology is
being deployed for stolen vehicle recovery services within that
network. Cell-Loc is currently in the engineering design and
development phase whereby its technology will be deployed for
telemetry markets that can be serviced by an existing network or
customized as a stand- alone low cost line of sight network
application.
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Forward Looking Information
This press release contains certain forward-looking statements
and forward-looking information ("forward-looking information")
within the meaning of applicable Canadian securities laws.
Forward-looking information is often, but not always, identified by
the use of words such as "anticipate", "believe", "plan", "intend",
"objective", "continuous", "ongoing", "estimate", "expect", "may",
"will", "project", "should" or similar words suggesting future
outcomes. In particular, this press release includes
forward-looking information relating to the anticipated completion
of the Proposed Transaction. Cell-Loc believes the expectations
reflected in such forward-looking information are reasonable but no
assurance can be given that these expectations will prove to be
correct and such forward-looking information should not be unduly
relied upon.
Forward-looking information is based on various assumptions.
Those assumptions are based on information currently available to
Cell-Loc. Forward-looking information is not a guarantee of future
performance and involves a number of risks and uncertainties some
of which are described herein. Such forward-looking information
necessarily involves known and unknown risks and uncertainties,
which may cause actual events or results in future periods to
differ materially from any projections of future performance or
results expressed or implied by such forward-looking information.
Any forward-looking information is made as of the date hereof and,
except as required by law, Cell-Loc assumes no obligation to
publicly update or revise such information to reflect new
information, subsequent or otherwise.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: Cell-Loc Location Technologies Inc. Keith Bohn CEO
403.569.5700
Cell-Loc Location Technologies Inc. (TSXV:XCT)
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